Dow Chemical settles SEC charges for failing to report ex-CEO's perks

Joshua Schneyer

4 Min Read

NEW YORK (Reuters) - A three-year U.S. Securities and Exchange Commission investigation found that Dow Chemical failed to properly disclose around $3 million in perks for former Chief Executive Andrew Liveris, ranging from personal use of company aircraft to sporting events and dues Dow paid to a charity Liveris chaired.

FILE PHOTO: The Dow Chemical logo is displayed on a board above the floor of the New York Stock Exchange shortly after the opening bell in New York, December 22, 2015. REUTERS/Lucas Jackson

In a statement issued Monday, the SEC said it settled charges with Dow related to improper disclosure of the perks. The company agreed to pay $1.75 million and is required to hire a consultant to review its compliance with SEC disclosure rules related to executive perquisites for a one-year period.

Dow neither admitted nor denied the SEC’s findings, according to the settlement.

Liveris, who led Dow for nearly 15 years, stepped down in April from the role of executive chairman at the newly combined chemicals giant DowDuPont Inc. He retired as chairman and CEO of Dow effective Saturday, when he also left DowDuPont’s board.

In its proxy statements, Midland, Michigan-based Dow understated by 59 percent perks its CEO received between 2011 and 2015, the SEC investigation found.

Over that period, Liveris, one of the world’s best-known CEOs, earned around $20 million a year at the helm of Dow. However, the amount of additional, or “other compensation” Dow was required to disclose for Liveris – for perks he received – was “misstated in Dow’s 2013-2016 proxy statements,” the SEC found.

The settlement comes after the SEC began investigating the matter in 2015, as Reuters first reported.

That year, Reuters published stories detailing how Dow internal investigators conducted a series of internal audits, from 2008 to 2013, into Dow spending involving Liveris and whether it had been properly disclosed to shareholders.

Among the items they had flagged: Personal vacations Liveris took with family using Dow aircraft, parties Liveris threw at sporting events including the Super Bowl, allegedly with few Dow customers in attendance, and Dow’s financial support for the Hellenic Initiative, a Greek charity Liveris had co-founded.

A former Dow fraud investigator, Kimberly Wood, filed a whistleblower lawsuit in 2014 alleging she was fired after questioning perks that Dow had provided to Liveris, and whether they were properly accounted for. Several other Dow officials, including former internal audit executive Douglas Anderson, had also raised questions about the CEO’s spending of Dow funds, Reuters found.

It is not uncommon, and perfectly legal, for large U.S. companies like Dow to provide extraordinary perquisites – or company expenditures that personally benefit an executive, regardless of whether they also serve a business purpose – to top executives. However, SEC rules often require detailed annual disclosure of the perks an executive has received to the company’s shareholders. These items can include personal travel for executives, friends and family in company aircraft, among other things.

“The expenses at issue were legitimate business expenses authorized by Dow and within the scope of executive job duties,” said Dow spokeswoman Rebecca Bentley in an email to Reuters on Tuesday. Dow decided to settle the SEC case “to achieve finality and bring clarity to future disclosure decisions,” Bentley added.

The company has begun implementing changes to improve its disclosure of executive perks, Bentley said.

Liveris, an Australian national, retired from Dow after helping to shepherd through its mega-merger with former U.S. competitor DuPont. This week, ahead of the SEC’s announcement, Liveris, who could not immediately be reached for comment, was appointed to various corporate boards, including that of Saudi Arabia’s state-run oil giant Aramco.